The Polish Office of Competition and Consumer Protection has approved the transaction of sale of 100% of Polkomtel shares to Spartan Capital Holdings Sp. z o.o.

Monday, 24 October, 2011
Report no.34/2011

The Management Board of KGHM Polska Miedź S.A. (“KGHM”, “Company”) announces that on 24 October 2011 it was informed that Polish Office of Competition and Consumer Protection approved the transaction of sale of 100% of Polkomtel shares to Spartan Capital Holdings Sp. z o.o., the special purpose vehicle controlled by Mr. Zygmunt Solorz-Żak. Consequently, a condition of the preliminary agreement, signed on 30 June 2011 between KGHM, Polski Koncern Naftowy ORLEN S.A., PGE Polska Grupa Energetyczna S.A., Vodafone Americas Inc, Vodafone International Holdings B.V. and Węglokoks S.A. as the sellers (“Sellers”), and Spartan Capital Holdings Sp. z o.o., the special purpose vehicle controlled by Mr. Zygmunt Solorz-Żak, as the purchaser (“Purchaser”) for the sale of 100% of the shares in Polkomtel S.A. (the “Agreement”), has been fulfilled (information on the Agreement was provided by the Company in current report no 20/2011 dated 30 June 2011).
In accordance with the notification received by KGHM, approval for the transaction provided for by the Agreement was issued on 24 October 2011.
In connection with fulfillment of the aforementioned condition, in accordance with the procedure set forth in the Agreement, the Sellers and Purchaser will agree on the date of signing of the final agreement for the sale of Polkomtel’s shares.
Following completion of the transaction, the Purchaser will acquire 100% of the shares in Polkomtel S.A., and none of the Sellers will hold any shares in Polkomtel S.A.

See also: current report no. 19/2006 dated 10 March 2006, current report no. 51/2008 dated 21 November 2008, current report no. 53/2008 dated 18 December 2008 and current report no. 20/2011 dated 30 June 2011.

Legal basis: § 5 sec. 1 point 4 of the Decree of the Minister of Finance dated 19 February 2009 regarding current and periodic information published by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state (Journal of Laws from 2009 No. 33, item 259 with subsequent amendments).